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Antitrust and CompetitionFrom changes to transaction terms to business alliances, distribution agreements and inquiries from the Japan Fair Trade Commission, our attorneys review the issues in line with the realities of your business.

Free consultation Why LegalAgent
Response time
1 business day*
First consultation
30 min free
Scope
Trade terms · Alliances · Distributors · Authorities

* As a rule, for contract reviews and routine legal questions. For complex or urgent matters we propose a schedule that fits the matter.

Client companies served*

150+

Selected clients shown, in no particular order. * Clients and partners. Not limited to Antitrust and Competition matters.

KADOKAWA FRONTEO YAMAP ACROVE LAPRAS AVA Intelligence OPTIEUM Biotechnologies ReDelta Concrew LINEA Innovations TECHSUITE YStory

Checking transaction design and changes against competition law

We sort out the Antimonopoly Act issues in changing terms or requesting price cuts from business partners, exchanging information in business alliances with competitors, and price and territorial restrictions in distribution agreements. We look not only at the contract wording but also at how price guidance and territorial restrictions actually operate before reaching a view. If the Japan Fair Trade Commission (JFTC) sends you an inquiry, we support you from organizing the internal facts onward.

  • You worry that asking suppliers for price cuts may be an abuse of a superior bargaining position
  • In alliance talks with a competitor, the scope of information exchange is undecided
  • You want to confirm whether price and territorial restrictions in distribution agreements are permitted
  • A letter of inquiry has arrived from the JFTC, and you need to set a response strategy

Why LegalAgent

With LegalAgent, you can check competition law issues before a transaction goes ahead

We support your transaction design in three ways: fast answers, fees you know before we start, and deliverables you can use as is in contract clauses and internal rules.

  1. 01Speed

    Typical law firms3–5 business days

    LegalAgent1 business day, as a rule

    Issues checked before you notify or negotiate

    We answer contract reviews and routine legal questions within one business day as a rule. When a JFTC inquiry comes with a response deadline, we give priority to organizing the facts and considering the response strategy.

  2. 02Fees

    Hourly billingTotal unknown at the start

    LegalAgentScope and fee set before we start

    Transactions and scope agreed before we start

    We ask about the type of transaction, the number of business partners, the volume of contracts involved and whether dealing with the authorities is needed, and give you an estimate before we start. Matter-based work is generally on a fixed fee.

  3. 03Deliverables

    • Abuse assessment memo
    • Information exchange guidelines
    • Distribution agreement clauses
    • Response strategy memo

    Conclusions carried into contract clauses and internal rules

    We turn our analysis of what is permissible into proposed contract revisions and an internal checklist, delivered in a form your staff can use in day-to-day dealings.

* Response times are for contract reviews and routine legal questions; they vary by matter.

How it works

The AI Agent organizes the transaction facts; attorneys judge what is permissible

The AI Agent extracts issues from the contracts and partner-by-partner sales and purchasing data you provide; attorneys judge whether conduct amounts to abuse of a superior bargaining position or an unreasonable restraint of trade.

AI Agentdoes the work

  • Organizes transaction dependence and terms from contracts and trading data
  • Refers to past analyses and clause templates
  • Drafts clause revisions and an internal checklist

Attorneysmake the judgment

  • Judge whether conduct could be an abuse of a superior bargaining position
  • Decide the permissible scope of information exchange and sales terms
  • Take responsibility for the final analysis and the response strategy for the authorities
ConsultationDraft clauses and checklist delivered
  1. STEP 01Confirming the actual transactions and the relationship between the parties

    Review the disparity in bargaining position, the degree of dependence on the transaction and whether the changes are unilateral

    Summary of issues and direction of analysis

  2. STEP 02Assessing whether rules apply and the permissible scope

    Assess the likelihood of abuse of a superior bargaining position, unreasonable restraint of trade or unfair trade practices, and set out the permissible scope

    Applicability memo; approach to the permissible scope

  3. STEP 03Reflecting the results in contract clauses and internal rules

    Carry the analysis into proposed revisions to contract clauses and an internal checklist

    Draft contract clauses; internal checklist

  4. STEP 04Developing a strategy when dealing with the authorities is required

    Compare the inquiry with the internal facts and set out the response strategy and timetable

    Response strategy memo; draft response timetable

  • Attorneys make the final callAn attorney checks every deliverable and takes responsibility for it.
  • Your inputs are not used to train AIOn top of attorneys' statutory duty of confidentiality, we work in an environment where your inputs are not used to train AI.
  • An AI Agent built in-houseOur own engineers develop it. Information Security Policy

Use cases

Common requests and what you receive

We set out the risks and our response for each of four starting points: changing transaction terms, alliance discussions, designing distribution agreements and inquiries from the authorities.

  1. 01

    You want to confirm whether changing payment terms or requesting price cuts from suppliers amounts to abuse of a superior bargaining position

    If left alonePushing through unilateral changes leads to a consultation or report to the JFTC, or deteriorating relationships with suppliers make procurement unstable

    What we doWe review the disparity in bargaining position, the degree of dependence on the transaction and how far the changes depart from normal business practice, and assess the likelihood of falling within a type of abuse

    What you receive
    • Memo on whether the conduct amounts to abuse
    • Proposed revisions to the procedure for changing terms
    • Approach to explaining the changes to suppliers

  2. 02

    You want to work out how much information exchange is permissible in a business alliance with a competitor

    If left aloneInformation exchanges about prices or sales policies are assessed as an unreasonable restraint of trade, and the alliance proceeds with an unresolved Antimonopoly Act problem

    What we doWe review the purpose of the alliance, the scope of information you are considering exchanging and the effect on competition between the parties, and set out the permissible scope of information exchange

    What you receive
    • Draft information exchange guidelines
    • Memo on points to note in alliance discussions
    • Internal explanatory materials

  3. 03

    You want to include price restrictions and territorial restrictions on distributors in the contract

    If left aloneResale price maintenance or excessive territorial restrictions constitute unfair trade practices, leading to the clauses being held invalid or to disputes with distributors

    What we doWe review the nature of the restrictions, whether substitutes exist and the effect on market competition, and set out the scope permissible as contract clauses

    What you receive
    • Draft distribution agreement clauses
    • Analysis of the permissible scope of price and territorial restrictions
    • Internal operating rules

  4. 04

    You have received a letter of inquiry or an order to submit a report from the JFTC

    If left aloneMistakes in the content or deadline of your response increase the risk of further investigation or administrative action

    What we doWe review the inquiry, the transactions concerned and the materials held by the relevant internal departments, and set out the response strategy and how to proceed with the internal investigation

    What you receive
    • Response strategy memo
    • Internal fact summary table
    • Draft answers to anticipated questions

Scope of our antitrust and competition support

We show the matters we review and the deliverables for each of four themes: designing and changing transaction terms, business alliances and concerted activities, sales terms and partner management, and dealing with the authorities.

Review of designing and changing transaction terms
We review changes to terms with business partners and contract clauses from the standpoint of abuse of a superior bargaining position.
  • Assessing payment term and unit price changes for abuse of a superior bargaining position
  • Review of contract clauses in continuing transactions
Competition law review of business alliances and concerted activities
At the discussion stage of business alliances and concerted activities, we check whether any anticompetitive effects will arise.
  • Setting the scope of information exchange in alliance discussions
  • Review of joint sales and joint purchasing schemes
Designing sales terms and partner management
For distribution agreements and other transaction terms, we consider designs that do not constitute unfair trade practices.
  • Designing price and territorial restriction clauses in distribution agreements
Dealing with the authorities and internal investigations
For inquiries and investigations by the JFTC, we support you from organizing the facts to developing a response strategy.
  • Developing a strategy for inquiries and investigations
  • Confirming and organizing internal facts

Our approach

What we focus on in Antitrust and Competition

In Antimonopoly Act and competition law matters, we focus on the following points.

  1. 01

    Considering disparities in bargaining position separately from departures from business practice

    In abuse of a superior bargaining position, what matters is not only whether there is a disparity in position but also how far the conduct departs from normal trading practice, so we examine the two separately.

  2. 02

    Separating the purpose of the alliance from its effect on competition

    For information exchange and concerted activities in business alliances, we consider the permissible scope after distinguishing the legitimate purpose of the alliance from the parts that produce anticompetitive effects.

  3. 03

    Checking actual operations, not just the wording of contract clauses

    Even if the clauses of a distribution agreement or basic transaction agreement are formally in order, the assessment can change depending on how price guidance and territorial restrictions are actually operated, so we review the operational side as well.

  4. 04

    Prioritizing the facts when dealing with the authorities

    In responding to inquiries and investigations, we prioritize accurately organizing, internally, the facts about the transactions concerned and the materials you hold before rushing into legal arguments.

Pricing

Antitrust and competition fees

The volume of matters to review varies greatly with the type of transaction and whether dealing with the authorities is involved, so we provide a quote after hearing the details.

How fees are set

Scope and fee agreed before we start

Matter-based work is generally on a fixed fee. For complex or urgent matters, we propose a schedule and an estimate that fit the matter.

First consultation

A free 30-minute online meeting.

You can come to us before your documents are in order. Tell us what you know so far.

Free consultation

What we check before quoting

  • Type of transaction concerned (changes to transaction terms, business alliances, distribution agreements, dealing with the authorities, etc.)
  • Number of business partners and volume of contracts to review
  • How well internal materials and transaction data are organized
  • Whether dealing with the authorities is involved and the time remaining until the response deadline
  • Whether an ongoing review framework needs to be set up

The scope of matters to review varies with the content of the transactions concerned and whether dealing with the authorities is involved, so we will give you a formal fee after hearing about your matter.

Team & Record

Attorneys who know business practice handle your matters

Contract reviews and drafts
2,000+
Client companies
150+
Startup legal matters
200+
Legal and investment DD
20+

* Approximate figures based on matters handled by our firm; actual figures vary by matter.

Engineers

Shinya Makita and Sota Miya build our product on the same team as the attorneys.

Practical Guides to Antimonopoly Act and Competition Law Compliance

DistributorsCheckpoints for Reviewing Distribution and Sales Agency Agreements: Practical Issues for Manufacturers and Distributors

The title "agency" alone does not tell you who handles contracts with customers or collection of payment. This article distinguishes agency, intermediary, resale and referral arrangements, and checks the conditions for remuneration, the scope of exclusivity, and how prices and advertising are controlled.

Related practice areas

FAQ

Frequently asked questions

Can we consult you while we are still considering changes to transaction terms?

Yes, you can consult us at the consideration stage. Checking the degree of dependence on the transaction and whether the changes are unilateral before notifying the business partner makes it easier to reduce the risk of later findings.

Can you also confirm on this page whether the Subcontract Act (Torihiki Tekiseika Act) or the Freelance Act applies?

Day-to-day ordering practices, such as determining whether the Subcontract Act (Torihiki Tekiseika Act) or the Freelance Act applies and preparing written order terms and payment terms, are handled on the Compliance Support page. Conduct regulated under the Antimonopoly Act, competition law review of business alliances and dealing with the authorities are handled on this page.

Can we also engage you on this page to draft the business alliance agreement itself?

Negotiating the terms of the alliance agreement itself and drafting the agreement are handled on the Alliances, JV and Business Partnerships page. This page focuses on the scope of information exchange in alliance discussions and competition law review of concerted activities.

If we receive a letter of inquiry from the JFTC, can we consult you right away?

You can consult us as soon as you receive the letter of inquiry. After checking the response deadline and the content of the inquiry, we prioritize organizing the internal facts and developing a response strategy.

Can you also handle Antimonopoly Act procedures for business combinations (M&A) on this page?

Entire M&A transactions involving business combinations are handled on the M&A Support page. Transactions above a certain size may require confirming whether a filing is needed, so please consult us early, from the M&A consideration stage.

Can we consult you before our materials and facts are organized?

That is no problem. We start the review from whatever information you have on hand, such as contracts and email exchanges with business partners.

Contact

Talk to us about trade terms and competition law

Please tell us what you know at this point, such as the details of changes to transaction terms, the status of alliance discussions or a letter of inquiry from the JFTC.

  • A free 30-minute online first meeting
  • You can consult us while still considering changes to trade terms
  • You can consult us as soon as a letter of inquiry arrives